SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
CTC MEDIA, INC. |
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(Name of Issuer) |
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Common Stock, par value $0.01 per share |
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(Title of Class of Securities) |
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12642X 10 6 |
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(CUSIP Number) |
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Andrew J. Nussbaum Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000 | |
| (Name, Address and Telephone Number of Person | |
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| September 7, 2012 | |
| (Date of Event which Requires Filing of this Statement) | |
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
(Continued on the following pages)
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CUSIP No.12642X 10 6 | 13D | Page2 of 7Pages | ||||||||
1 | NameS of Reporting PersonS. | |||||||||
Telcrest Investments Limited | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | a) | □ | |||||||
| b) | □ | ||||||||
3 | SEC USE ONLY | |||||||||
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4 | SOURCE OF FUNDS* (See Instructions) | |||||||||
AF, OO | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 | citizenship or place of organization | |||||||||
Republic of Cyprus | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | sole voting power | ||||||||
0 | ||||||||||
8 | shared voting power | |||||||||
39,548,896 | ||||||||||
9 | sole dispositive power | |||||||||
0 | ||||||||||
10 | shared dispositive power | |||||||||
39,548,896 | ||||||||||
11 | aggregate amount beneficially owned by each reporting person | |||||||||
39,548,896 | ||||||||||
12 | check if the aggregate amount in row (11) excludes certain shares (See INstructions)* |
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13 | percent of class represented by amount in row (11) | |||||||||
25.0%(1) | ||||||||||
14 | type of reporting person* | |||||||||
HC | ||||||||||
(1) Based on 158,160,719 shares of common stock, par value $0.01 per share (“CommonStock”), issued and outstanding as of July 30, 2012,as reported by the Issuer in its most recent quarterly report on Form 10-Q for the quarterly period ended June 30, 2012.
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CUSIP No.12642X 10 6 | 13D | Page3of7Pages | ||||||||
1 | NameS of Reporting PersonS. | |||||||||
LLC “Mediaset” | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | a) | □ | |||||||
| b) | □ | ||||||||
3 | SEC USE ONLY | |||||||||
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4 | SOURCE OF FUNDS* (See Instructions) | |||||||||
N/A | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| □ | |||||||
6 | citizenship or place of organization | |||||||||
Russia | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | sole voting power | ||||||||
0 | ||||||||||
8 | shared voting power | |||||||||
39,548,896 | ||||||||||
9 | sole dispositive power | |||||||||
0 | ||||||||||
10 | shared dispositive power | |||||||||
39,548,896 | ||||||||||
11 | aggregate amount beneficially owned by each reporting person | |||||||||
39,548,896 | ||||||||||
12 | check if the aggregate amount in row (11) excludes certain shares (See INstructions)* |
| □ | |||||||
13 | percent of class represented by amount in row (11) | |||||||||
25.0%(1) | ||||||||||
14 | type of reporting person* | |||||||||
HC | ||||||||||
(1) Based on 158,160,719 shares of Common Stock, issued and outstanding as of July 30, 2012,as reported by the Issuer in its most recent quarterly report on Form 10-Q for the quarterly period ended June 30, 2012.
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CUSIP No.12642X 10 6 | 13D | Page 4of7Pages |
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1 | NameS of Reporting PersonS. |
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BANK "ROSSIYA" |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | a) | □ | ||||||||
| b) | □ | |||||||||
3 | SEC USE ONLY |
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4 | SOURCE OF FUNDS* (See Instructions) |
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N/A |
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5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| □ | ||||||||
6 | citizenship or place of organization |
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Russia |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | sole voting power | |||||||||
0 | |||||||||||
8 | shared voting power | ||||||||||
39,548,896 | |||||||||||
9 | sole dispositive power | ||||||||||
0 | |||||||||||
10 | shared dispositive power | ||||||||||
39,548,896 | |||||||||||
11 | aggregate amount beneficially owned by each reporting person |
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39,548,896 |
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12 | check if the aggregate amount in row (11) excludes certain shares (See INstructions)* |
| □ | ||||||||
13 | percent of class represented by amount in row (11) |
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25.0%(1) |
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14 | type of reporting person* |
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BK |
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(1) Based on 158,160,719 shares of Common Stock, issued and outstanding as of July 30, 2012, as reported by the Issuer in its most recent quarterly report on Form 10-Q for the quarterly period ended June 30, 2012.
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This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D (the “Initial Statement” filed with the United States Securities and Exchange Commission (the “SEC”) on June 10, 2011, and is being filed on behalf of Telcrest Investments Limited, LLC “Mediaset” and BANK “ROSSIYA”.
Item 2. Identity and Background
The response set forth in Item 2 of the Initial Statement is hereby amended by appending to the end of such Item the following paragraphs:
Effective as of September 4, 2012, Mediaset acquired all of the outstanding equity interests of Itera Media Ltd., which in turn owns Class B shares of Telcrest (approximately 28% of the outstanding equity (of all classes) of Telcrest). As noted above, the Class B shares have limited voting rights with respect to corporate actions of Telcrest, including the right to vote with the holders of Class A shares on dispositions and transfers of the Shares. This transaction does not affect NMG’s ownership of Class B Shares of Telcrest.
In addition, Annex A of the Initial Statement is hereby amended by replacing the table under the heading “Telcrest Investments Limited” with the following:
Directors
Name | Principal Business Address | Name of Employer | Principal Occupation / Title | Citizenship |
Kallenos, Emilios | Michalakopoulou, 14 Demitas Tower, 3rd floor, Flat/Office 302 P.C. 1075, Nicosia, Cyprus | Cypcodirect Limited | Accoutant | Cyprus |
Hadjimichael, Michalakis | Michalakopoulou, 14 Demitas Tower, 3rd floor, Flat/Office 302 P.C. 1075, Nicosia, Cyprus | Cypcodirect Limited | Private employee | Cyprus |
Pentya, Alexander | 2 Liter A, Rastrelli sq., | ”ABR Management” CJSC | Vice-president | Russia |
Annex A of the Initial Statement is hereby further amended by replacing the table under the heading “BANK ‘ROSSIYA’” with the following:
Directors
Name | Principal Business Address | Name of Employer | Principal Occupation / Title | Citizenship |
Warnig, Artur Matthias | Subsidiary in Russia: 7 Znamenka street, Moscow, Russia | JSC Nord Stream AG | Managing Director | Germany |
Gorelov, Dmitry | 3 Liter, 132 Fontanka embankment, St. Petersburg, Russia | LLC “Holding “PETROMED” | President | Russia |
Klishin, Mikhail | 2 Liter A, Rastrelli sq., | BANK “ROSSIYA” | First Deputy Chairman of the Management Board | Russia |
Lebedev, Dmitry | 2 Liter A, Rastrelli sq., | “ABR Management” CJSC | Managing director | Russia |
Mordashov, Alexey | 30 Mira street, Cherepovets, Vologodskaya oblast, Russia | OJSC “Severstal” | CEO | Russia |
Kirill, Seleznev | 16 Nametkina St., Moscow, | OJSC “GAZPROM” | Member of the Management Committee, Head of the Gas and Liquid Hydrocarbons Marketing and Processing Department | Russia |
Logovinskiy, Evgeny | 2 Liter A, Rastrelli sq., | BANK “ROSSIYA” | Chairman of the Management Board | Russia |
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Executive Officers
Name | Principal Business Address | Name of Employer | Principal Occupation / Title | Citizenship |
Logovinskiy, Evgeny | 2 Liter A, Rastrelli sq., | BANK “ROSSIYA” | Chairman of the Management Board | Russia |
Amelin, Oleg | 18 bld. 2, Merzlyakovsky Lane, | BANK “ROSSIYA” | Executive director, Moscow and Moscow Oblast’ | Russia |
Germanov, Alexander | 2 Liter A, Rastrelli sq., | BANK “ROSSIYA” | Deputy Chairman of the Management Board | Russia |
Kabalina, Faniya | 2 Liter A, Rastrelli sq., | BANK “ROSSIYA” | Chief accountant | Russia |
Klishin, Mikhail | 2 Liter A, Rastrelli sq., | BANK “ROSSIYA” | First Deputy Chairman of the Management Board | Russia |
Khorobrov, Andrey | 2 Liter A, Rastrelli sq., | BANK “ROSSIYA” | Deputy Chairman of the Management Board | Russia |
Shalenkov, Alexander | 2 Liter A, Rastrelli sq., | BANK “ROSSIYA” | Deputy Chairman of the Management Board | Russia |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 10, 2012
TELCREST INVESTMENTS LIMITED
By:/s/ Alexander Pentya
Name: Alexander Pentya
Title: Director
LLC “MEDIASET”
By:/s/ Tatiana Duritskaya
Name: Tatiana Duritskaya
Title: General Director
BANK “ROSSIYA”
By:/s/ Evgeny Logovinskiy
Name: Evgeny Logovinskiy
Title: Chairman of the Management Board
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(see 18 U.S.C. 1001)
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